Prospectus

The European Securities and Markets Authority (ESMA), the EU’s securities markets regulator, is today publishing its Peer Review Report  on the scrutiny and approval procedures of prospectuses by competent authorities. This peer review also assessed the impact of different approaches regarding scrutiny and approval by competent authorities on issuers’ ability to raise capital in the European Union.

The Report’s key findings included that:

  • NCAs generally scrutinise prospectuses in a satisfactory manner, albeit in various ways, with scrutiny often reinforced for heightened risk prospectuses;
  • The notion of additional criteria that NCAs may apply during the scrutiny process lacks clarity, a point which the European Commission is invited to address with ESMA’s technical assistance as needed;
  • There is scope for efficiency improvements in respect of some NCAs’ approval processes;
  • ESMA Guidelines on risk factors are applied satisfactorily, however there is room for future supervisory convergence work in relation to their enforcement;
  • Overall NCAs have sufficient and proportionate resources to scrutinise prospectuses; and
  • The liability regime in Italy has a strong impact on how Consob scrutinises and approves prospectuses.

Verena Ross, Chair, said:

“The publication of this peer review is a significant step to understanding how prospectus review processes impact on issuers’ ability to raise capital in the European Union. The report sets out important recommendations for NCAs, and for supervisory convergence initiatives directed to both ESMA and the European Commission, that aim at reinforcing and enhancing the scrutiny and approval of prospectuses. Acting on these recommendations will lead to better outcomes for both issuers and investors in the EU.”

The peer review assessed all NCAs in respect of how they scrutinise and approve prospectuses. The exercise also involved onsite visits to the AMF (France), BaFin (Germany), CBI (Iceland), CONSOB (Italy), CSSF (Luxembourg), SFSA (Sweden) to gain a deeper understanding of how these NCAs scrutinise and approve prospectuses.

Next steps

ESMA expects to carry out a follow-up assessment in two years to review the level of improvements achieved based on the findings and recommendations of this peer review report.

 

Further information:

Dan Nacu-Manole

Communications Officer

   +33 (0)1 58 36 52 06

@   press@esma.europa.eu

The European Securities and Markets Authority (ESMA), the EU’s securities markets regulator, has today released a Public Statement on prospectus supervision in the context of EU sanctions over Russia’s invasion of Ukraine.

The purpose of this Public Statement is to alert stakeholders to the European Commission’s FAQs, which outline the legal basis for a national competent authority (NCA) refusing to approve a prospectus. It also aims to raise awareness of the fact that NCAs may ascertain issuers’ compliance with EU sanctions legislation when submitting prospectuses.

ESMA recognises the human cost of Russia’s military aggression against Ukraine, and the significant challenges to business activities and effects on the global economic and financial system posed by the invasion.

 

Further information:

Dan Nacu-Manole

Communications Officer

   +33 (0)1 58 36 52 06

@   press@esma.europa.eu

The European Securities and Markets Authority (ESMA), the EU’s securities markets regulator, has today published its response to the European Commission’s targeted consultation on the Listing Act. The response reflects ESMA’s views on the functioning of the existing regulatory framework for companies’ listing on public markets, particularly in relation to prospectus, corporate governance, transparency, and market abuse rules.

ESMA believes that, while the broad regulatory framework in place regarding listing activities is strong and effective, there is some scope to streamline certain rules and find ways to carefully alleviate certain burdens for issuers, which may in turn reduce costs and enhance incentives for listing. However, strong investor protection should remain a prerequisite in consideration of any such changes.

The letter reflects ESMA’s general views on some of the key aspects of the consultation, while the annex to the letter addresses a selection of specific questions posed by the EC.

 

Further information:

Dan Nacu-Manole

Communications Officer

   +33 (0)1 58 36 52 06

@   press@esma.europa.eu

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